Exhibit 1.1
GLOBAL EXPRESS CAPITAL REAL ESTATE
INVESTMENT FUND I, LLC
UNITS
$50,000,000 (Maximum)
$1,500,000 (Minimum)
[FORM OF]
UNDERWRITING AGREEMENT
____, 2001
Global Express Securities, Inc.
0000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Ladies and Gentlemen:
CONREX INTERNATIONAL FINANCIAL, INC. D/B/A GLOBAL EXPRESS CAPITAL
MORTGAGE, a Nevada corporation, as the Manager (the "Manager") of GLOBAL
EXPRESS CAPITAL REAL ESTATE INVESTMENT FUND I, LLC, a Nevada limited
liability company (the "Fund"), proposes that the Fund issue and sell up to
$50,000,000 aggregate principal amount of Units of limited liability company
interests ("Units") in the Fund as set forth in the Fund operating agreement
attached as Exhibit B to the Prospectus dated August __, 2001. Units will only
be issued in denominations that are multiples of $1,000. Terms not defined
herein shall have the same meaning as in the Prospectus. In connection
therewith, the Fund and the Manager hereby enter into this Underwriting
Agreement ("Agreement") with you (the "Underwriter") as follows:
1. Representations and Warranties of the Fund
The Fund represents and warrants to the Underwriter and each dealer
with whom the Underwriter has entered into or will enter into a Selected
Dealer Agreement in the form attached to this Agreement as Exhibit A (said
dealers being hereinafter called the "Dealers") that:
1.1 A Registration Statement of the Fund has been prepared by the
Fund in accordance with applicable requirements of the Securities Act of
1933, as amended (the "Securities Act"), and the applicable rules and
regulations (the "Rules and Regulations") of the Securities and Exchange
Commission (the "SEC"), covering the Units. Said Registration Statement,
which includes a preliminary prospectus, was first filed with the SEC on or
about February 6, 2001. Copies of such Registration Statement and each
amendment thereto have been or will be delivered to the Underwriter. (The
Registration Statement and Prospectus, as finally amended and revised, are
respectively hereinafter referred to as the "Registration Statement" and the
"Prospectus.")
1.2 The Fund has been duly and validly organized and formed as a
limited liability company under the Nevada Revised Statutes with the power and
authority to conduct its business as described in the Prospectus.
1.3 The Registration Statement and Prospectus comply with the
Securities Act and the Rule and Regulations and do not contain any untrue
statements of material facts or omit to state any material fact required to
be stated therein or necessary in order to make the statements therein not
misleading; provided, however, that the foregoing provisions of this Section
1.3 will not extend to such statements contained in or omitted from the
Registration Statement or Prospectus as are primarily within the knowledge of
the Underwriter or any of the Dealers and are based upon information furnished
by the Underwriter or any Dealer in writing to the Fund specifically for
inclusion therein.
1.4 The Fund intends to use the funds received from the sale of the
Units as set forth in the Prospectus.
1.5 No consent, approval, authorization or other order of any
governmental authority, including the Nevada Financial Institutions Division,
is required in connection with the execution or delivery by the Fund of this
Agreement, the issuance and sale by the Fund of the Units, or the conduct by
the Fund of its business as described in the Prospectus, except such as may
be required under the Securities Act or applicable state securities laws.
1.6 There are no actions, suits or proceedings pending or to the
knowledge of the Fund, threatened against the Fund or its Manager , at law or
equity or before or by any federal or state commission, regulatory body or
administration agency or other governmental body, domestic or foreign, which
will have a material adverse effect on the business or property of the Fund,
except as are described on Attachment 1.6 to this Agreement.
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1.7 The execution and delivery of this Agreement, the consummation of
the transactions herein contemplated and compliance with the terms of this
Agreement by the Fund will not conflict with or constitute a default under the
Fund's Certificate of Formation, Operating Agreement, or any charter, by-law,
indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or
decree of any government, governmental instrumentality or court, domestic or
foreign, having jurisdiction over the Fund, or the Manager, except to the extent
that the enforceability of the indemnity and/or contribution provisions
contained in Section 4 of this Agreement may be limited under applicable
securities laws.
1.8 The Fund has full legal right, power and authority to enter into
this Agreement and to perform the transactions contemplated hereby, except to
the extent that the enforceability of the indemnity and/or contribution
provisions contained in Section 4 of this Agreement may be limited under
applicable securities laws.
1.9 At time of issuance of the Units, the Units will have been duly
authorized and validly issued, and upon payment therefor, will be fully paid
and nonassessable and will conform to the description thereof contained in
the Prospectus.
1.10 The respective financial statements contained in the Registration
Statement and the Prospectus fairly present the financial condition of the Fund
and Manager and the results of their respective operations as of the dates and
for the periods therein specified; and such financial statements have been
prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved; and the accountants who
have certified certain of such financial statements are independent public
accountants as required by the Securities Act and the Rules and Regulations.
2. Covenants of the Manager
The Manager covenants and agrees with the Underwriter that:
2.1 It will, at no expense to the Underwriter, furnish the
Underwriter with such number of printed copies of the Registration Statement,
including all amendments and exhibits thereto, as the Underwriter may
reasonably request. It will similarly furnish to the Underwriter and others
designated by the Underwriter as many copies as the Underwriter may
reasonably request in connection with the offering of the Units of: (a) the
Prospectus in preliminary and final form and every form of supplemental or
amended prospectus; (b) this Agreement; and (c) any other printed sales
literature or other materials (provided that the use of said sales literature
and other materials has been approved for use by the Fund and all appropriate
regulatory agencies).
2.2 It will furnish such proper information and execute and file
such documents as may be necessary for the Fund to register or qualify the
Units for offer and sale under the securities laws of such jurisdictions as
the Underwriter may reasonably designate and will file and make
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in each year such filings as may be required. The Manager will furnish to the
Underwriter a copy of such papers filed by the Fund in connection with any
such registration or qualification.
2.3 It will: (a) use its best efforts to cause the Registration
Statement to become effective; (b) file for review and use its best efforts to
obtain approval by the NASD Corporate Financing Department of the offering under
Rule 2810 of the NASD Conduct Rules and applicable Guidelines; (c) furnish
copies of any proposed amendment or supplement of the Registration Statement or
Prospectus to the Underwriter; (d) file every amendment or supplement to the
Registration Statement or the Prospectus that may be required by the SEC; and
(e) if at any time the SEC shall issue any stop order suspending the
effectiveness of the Registration Statement, it will use its best efforts to
obtain the lifting of such order at the earliest possible time.
2.4 If at any time when a Prospectus is required to be delivered
under the Securities Act any event occurs as a result of which, in the
opinion of either the Manager or the Underwriter, the Prospectus or any other
prospectus then in effect would include an untrue statement of a material
fact or, in view of the circumstances under which they were made, omit to
state any material fact necessary to make the statements therein not
misleading, the Manager will promptly notify the Underwriter thereof (unless
the information shall have been received from the Underwriter) and will effect
the preparation of an amended or supplemental prospectus which will correct
such statement or omission. The Manager will then promptly prepare such
amended or supplemental prospectus for the Fund or prospectuses as may be
necessary to comply with the requirements of Section 10 of the Securities Act.
3. Obligations and Compensation of Underwriter
3.1 The Fund and the Manager hereby appoint the Underwriter as each of
its agent and principal distributor for the purpose of selling for cash up to
a maximum of $50,000,000 aggregate principal amount of Units through Dealers,
all of whom shall be members of the NASD. The Underwriter may also sell Units
for cash directly to its own clients and customers at the public offering
price and subject to the terms and conditions stated in the Prospectus. The
Underwriter hereby accepts such agency and distributorship and agrees to use
its best efforts to sell the Units on said terms and conditions. The
Underwriter represents to the Fund and the Manager that it is a member of the
NASD and that it and its employees and representatives have all required
licenses and registrations to act under this Agreement.
The Underwriter agrees to be bound by the terms of the Bank Escrow
Agreement executed as of July __, 2001 ("Escrow Agreement") by Bank of
America, N.A. ("Bank"), as escrow agent, the Underwriter and the Fund, a
signed copy of which the Underwriter acknowledges has been furnished to it by
the Manager, and a conformed copy of which is attached to this Agreement and
incorporated herein by this reference.
3.2 Promptly after the effective date of the Registration
Statement, the Underwriter and the Dealers shall commence the offering of the
Units for cash to the public in jurisdictions
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in which the Units are registered or qualified for sale or in which such
offering is otherwise permitted. The Underwriter and the Dealers will suspend
or terminate offering of the Units upon request of the Manager at any time
and will resume offering the Units upon subsequent request of the Manager.
3.3 As provided in the "Plan of Distribution" section of the
Prospectus, as compensation for the services rendered by the Underwriter, the
Manager agrees that it will pay the Underwriter a fee more fully described in
Attachment 3.3 of this Agreement. All or any portion of such fee may be
reallocated to any Dealer under the Selected Dealer Agreement for that
Dealer's accountable expenses in this offering. (Such aggregate percentage of
gross proceeds, excluding the portion reimbursed as expenses, is hereinafter
referred to as the "Dealer Management Fee".) Without in any way limiting the
foregoing, no commissions, Underwriter Fee or expense reimbursement will be
paid to the Underwriter or any Dealer in excess of the maximum permitted by
NASD Rules of Conduct and applicable guidelines pertaining to sales
compensation in offerings of this kind. Notwithstanding the foregoing, no
commissions, payments or amount whatsoever will be paid to the Underwriter
under this Section 3.3 unless or until $1,500,000 of Units have been sold by
the Underwriter and the Dealers (the "Minimum Offering"). Until the Minimum
Offering is obtained, all investments will be held in an interest-bearing
escrow account and, if the Minimum Offering is not obtained, all investments
with interest earned thereon will be returned to the investors in accordance
with the Prospectus and Escrow Agreement. The Fund and the Manager will not
be liable or responsible to any Dealer for direct payment of commissions to
such Dealer, it being the sole and exclusive responsibility of the Underwriter
for payment of commissions and reimbursements of expenses to Dealers.
3.4 The Underwriter represents and warrants to the Fund, the Manager
and each person and firm that signs the Registration Statement that the
information under the caption "Plan of Distribution" in the Prospectus and
all other information furnished to the Fund and the Manager by the Underwriter
in writing expressly for use in the Registration Statement, any preliminary
prospectus, the Prospectus, or any amendment or supplement thereto does not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading.
3.5 The Underwriter represents and warrants to the Fund that it will
not represent or imply that the Bank, under the Escrow Agreement, has
investigated the desirability or advisability of investment in the Units, or
has approved, endorsed or passed upon the merits of the Units or the Fund,
nor will it use the name of said Bank in any manner whatsoever in connection
with the offer or sale of the Units other than by acknowledgment that it has
agreed to serve as escrow agent.
4. Indemnification
4.1 The Fund and Manager will indemnify and hold harmless the
Dealers and the Underwriter, their officers and directors and each person, if
any, who controls such Dealer or Underwriter within the meaning of Section 15
of the Securities Act from and against any losses, claims,
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damages or liabilities, joint or several, to which such Dealers or
Underwriter, their officers and directors, or such controlling person may
become subject, under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon (a) any untrue statement or alleged untrue statement
of a material fact contained (i) in the Registration Statement (including the
Prospectus as a part thereof) or any post-effective amendment thereto or in
the Prospectus or any amendment or supplement to the Prospectus or (ii) in
any application or other document executed by the Fund or the Manager on
their behalf specifically for the purposes of registering or qualifying any
or all of the Units for sale under the securities laws of any state or based
upon written information furnished by the Fund under the securities laws
thereof (any such application, document or information being hereinafter
called a "Blue Sky Application"), or (b) the omission or alleged omission to
state in the Registration Statement (including the Prospectus as a part
thereof) or any post-effective amendment thereof or in any Blue Sky
Application a material fact required to be stated therein or necessary to
make the statements therein not misleading, or (c) any untrue statement or
alleged untrue statement of a material fact contained in any preliminary
prospectus, if used prior to the effective date of the Registration
Statement, or in the Prospectus or any amendment or supplement to the
Prospectus or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading, and will reimburse each Dealer or Underwriter, its officers
and directors and each such controlling person for any legal or other
expenses reasonably incurred by such Dealer or Underwriter, its officers and
directors, or such controlling persons in connection with investigating or
defending such loss, claim, damage, liability or action; provided that the
Fund and Manager will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of, or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with written information furnished to
the Fund or Manager by or on behalf of any Dealer or Underwriter specifically
for use with reference to such Dealer or Underwriter in the preparation of the
Registration Statement or any such post-effective amendment thereof, any such
Blue Sky Application or any such preliminary prospectus or the Prospectus or
any such amendment thereof or supplement thereto; and further provided that
the Fund will not be liable in any such case if it is determined that such
Dealer or Underwriter was at fault in connection with the loss, claim, damage,
liability or action.
4.2 The Underwriter will indemnify and hold harmless the Fund, the
Manager and each person or firm which has signed the Registration Statement
and each person, if any, who controls the Fund and Manager within the meaning
of Section 15 of the Securities Act, from and against any losses, claims,
damages or liabilities to which any of the aforesaid parties may become
subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon (a) any untrue statement of a material fact contained (i)
in the Registration Statement (including the Prospectus as a part thereof) or
any post-effective amendment thereof or (ii) any Blue Sky Application, or (b)
the omission to state in the Registration Statement (including the Prospectus
as a part thereof) or any post-effective amendment thereof or in any Blue Sky
Application a material fact required to be stated therein or necessary to
make the statements therein not misleading, or (c) any untrue statement or
alleged
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untrue statement of a material fact contained in any preliminary prospectus,
if used prior to the effective date of the Registration Statement, or in the
Prospectus, or in any amendment or supplement to the Prospectus or the
omission to state therein a material fact required to be stated therein or
necessary in order to make the statements therein in the light of the
circumstances under which they were made not misleading, in each case to the
extent, but only to the extent, that such untrue statement or omission was
made in reliance upon and in conformity with written information furnished to
the Fund or Manager by or on behalf of the Underwriter specifically for use
with reference to the Underwriter in the preparation of the Registration
Statement or any such post-effective amendments thereof or any such Blue Sky
Application or any such preliminary prospectus or the Prospectus or any such
amendment thereof or supplement thereto, or (d) any unauthorized use of sales
materials or use of unauthorized oral representations concerning the Units by
the Underwriter and will reimburse the aforesaid parties, in connection with
investigation or defending such loss, claim, damage, liability or action.
This indemnity agreement will be in addition to any liability which the
Underwriter may otherwise have.
4.3 Each Dealer severally will indemnify and hold harmless the
Fund, Manager, Underwriter, all directors thereof (including any persons named
in the Registration Statements with his consent, as about to become a
director), each of their officers who has signed the Registration Statement
and each person, if any, who controls the Fund, the Underwriter within the
meaning of Section 15 of the Securities Act from and against any losses,
claims, damages or liabilities to which the Fund, the Underwriter, the
Manager, any such director or officer, or controlling person may become
subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon (a) any untrue statement or alleged untrue statement of a
material fact contained (i) in the Registration Statement (including the
Prospectus as a part thereof) or any post-effective amendment thereof or (ii)
in any Blue Sky Application, or (b) the omission or alleged omission to state
in the Registration Statement (including the Prospectus as a part thereof) or
any post-effective amendment thereof or in any Blue Sky Application a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or (c) any untrue statement or alleged
untrue statement of a material fact contained in any preliminary prospectus,
if used prior to the effective date of the Registration Statement, or in the
Prospectus, of in any amendment or supplement to the Prospectus or the
omission therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Fund or the
Underwriter by or on behalf of such Dealer specifically for use with reference
to such Dealer in the preparation of the Registration Statement or any such
post-effective amendments thereof or any such Blue Sky Application or any
such preliminary prospectus or the Prospectus or any such amendment thereof
or supplement thereto, or (d) any unauthorized use of sales materials or use
of unauthorized verbal representations concerning the Units by such Dealer
and will reimburse the Fund, the Underwriter, the Manager, any such directors
or officers, or controlling person, in connection with investigating or
defending any such loss, claim, damage, liability or action. This indemnity
agreement will be in addition to any liability which such Dealer may
otherwise have.
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4.4 Promptly after receipt by an indemnified party under this Section
4 of notice of the commencements of any action, such indemnified party will, if
a claim in respect thereof is to be made against any indemnifying party under
the Section 4, notify in writing the indemnifying party of the commencement
thereof and the omission so as to notify the indemnifying party will relieve it
from any liability under this Section 4 as to the particular item for which
indemnification is then being sought, but not from any other liability which it
may have to any indemnified party. In case any such action is brought against
any indemnified party, and it notifies an indemnifying party of the commencement
thereof, the indemnifying party will be entitled, to the extent it may wish,
jointly with any other indemnifying part similarly notified, to participate in
the defense thereof, with separate counsel. Such participation shall not relieve
such indemnifying party of the obligation to reimburse the indemnified party for
reasonable legal and other expenses (subject to Section 4.5) incurred by such
indemnified party in defending itself, except for such expenses incurred after
the indemnifying party has deposited funds sufficient to effect the settlement,
with prejudice, of the claim in respect of which indemnity is sought. Any such
indemnifying party shall not be liable to any such indemnified party on account
of any settlement of any claim effected without the consent of such indemnifying
party.
4.5 The indemnifying party shall pay all legal fees and expenses of
the indemnified party in the defense of such claims or actions; provided,
however, the indemnifying party shall not be obliged to pay legal expenses and
fees to more than one law firm in connection with the defense of similar claims
arising out of the same alleged acts or omissions giving rise to such claims
notwithstanding that such actions or claims are alleged or brought by one or
more parties against more than one indemnified party. If such claims or actions
are alleged or brought against more than one indemnified party, then the
indemnifying party shall only be obliged to reimburse the expenses and fees of
the one law firm that has been selected by a majority of the indemnified parties
against which such action is finally brought; and in the event a majority of
such indemnified parties is unable to agree on which law firm for which expenses
or fees will be reimbursable by the indemnifying party, then payment shall be
made to the first law firm of record representing an indemnified party against
the action or claim. Such law firm shall be paid only to the extent of services
performed by such law firm and no reimbursement shall be payable to such law
firm on account of legal services performed by another law firm.
4.6 The indemnity agreements contained in this Section 4 shall
remain operative and in full force and effect regardless of (a) any
investigation made by or on behalf of any Dealer, or any person controlling
any Dealer or by or on behalf of the Fund, the Underwriter or the Manager or
any officer or director thereof, or by or on behalf of the Fund, the
Underwriter or the Manager, (b) delivery of any Units and payment therefore,
and (c) any termination of this Agreement. A successor of any Dealer or of
any the parties to this Agreement, as the case may be, shall be entitled to
the benefits of the indemnity agreements contained in this Section 4.
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5. Survival of Provisions
The respective agreements, representations and warranties of the
Fund and the Underwriter set forth in this Agreement shall remain operative
and in full force and effect regardless of (a) any termination of this
Agreement, (b) any investigation made by or on behalf of the Underwriter or
any Dealer or any person controlling the Underwriter or any Dealer or by or on
behalf of the Fund, its partners or any person controlling the Fund, and (c)
the acceptance of any payment for the Units.
6. Applicable Law
This Agreement was executed and delivered in, and its validity,
interpretation and construction shall be governed by the laws of, the State of
Nevada.
7. Counterparts
This Agreement may be executed in any number of counterparts. Each
counterpart, when executed and delivered, shall be an original contract, but all
counterparts, when taken together, shall constitute one and the same Agreement.
8. Successors and Amendment
8.1 This Agreement shall inure to the benefit of any be binding
upon the Underwriter, the Manager, the Fund and their respective successors.
Nothing in this Agreement is intended or shall be construed to give to any
other person any right, remedy or claim, except as otherwise specifically
provided herein. This Agreement shall inure to the benefit of the Dealers to
the extent set forth in Sections 1 and 4 hereof.
8.2 This Agreement may be amended by the written agreement of the
Underwriter, the Fund and the Manager.
9. Term
Any party to this Agreement shall have the right to terminate this
Agreement on 60 days' written notice.
10. Confirmation
The Manager hereby agrees and assumes the duty to send an
acknowledgment to each investor whose subscription for Units is accepted
in whole or in part by the Manager.
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11. Suitability of Investors
The Underwriter will offer Units and in its agreements with Dealers
will require that the Dealers offer Units, only to persons who meet the
financial qualifications set forth in the Prospectus and the Subscription
Agreement in the form that is attached to the Prospectus as Exhibit C thereto
(or to those it reasonably believes to meet suitability standards in states
that deviate from those standards set forth in the Prospectus and
Subscription Agreement), and will only make offers to persons in the states
in which it is advised in writing that the Units are qualified for sale or
that such qualification is not required. In offering Units, the Underwriter
will, and in its agreements with Dealers the Underwriter will require that the
Dealer comply with the provisions of Rule 2310 of the Conduct Rules set forth
in the NASD Manual, as well as all other applicable rules and regulations
relating to suitability of investors, including without limitation, the
provisions of Article III.B. and C. of the Statement of Policy Regarding
Mortgage Programs of the North American Securities Administrators
Association, Inc.
12. Submission of Orders
12.1 Those persons who purchase Units will be instructed by the
Underwriter or the Dealer to make their checks payable to the Bank as escrow
agent during the course of the minimum offering, and thereafter either to the
Fund or to the Escrow Agent in accordance with the Escrow Agreement. The
Underwriter and any Dealer receiving a check not conforming to the foregoing
instructions shall return such check directly to such subscriber not later
than the end of the next business day following its receipt. Checks received
by the Underwriter or Dealer which conform to the foregoing instructions shall
be transmitted for deposit pursuant to one of the methods described in this
Section 12. Transmittal of received investor funds will be made in accordance
with the following procedures.
12.2 Where, pursuant to a Dealer's internal supervisory procedures,
internal supervisory review is conducted at the same location at which
subscription documents and checks are received from subscribers, checks will
be transmitted in care of the Underwriter by the end of the next business day
following receipt by the Dealer for deposit to the Bank, as escrow agent,
during the course of the minimum offering, and thereafter either to the Fund
or to the Escrow Agent in accordance with the Escrow Agreement.
12.3 Where, pursuant to a Dealer's internal supervisory procedures,
final internal supervisory review is conducted at a different location,
checks will be transmitted by the end of the next business day following
receipt by the Dealer to the office of the Dealer conducting such final
internal supervisory review (the "Final Review Office"). The Final Review
Office will in turn by the end of the next business day following receipt by
the Final Review Office, transmit such checks in care of the Underwriter for
deposit to the Bank, as escrow agent, during the course of the minimum
offering, and thereafter either to the Fund or to the Escrow Agent in
accordance with the Escrow Agreement.
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12.4 Where the Underwriter is involved in the distribution process,
checks will be transmitted by the Underwriter for deposit to the Bank, as
escrow agent, during the course of the minimum offering, and thereafter
either to the Fund or to the Escrow Agent in accordance with the Escrow
Agreement, as soon as practicable, but in any event by the end of the second
business day following receipt by the Underwriter. Checks of rejected
subscribers will be promptly returned to such subscribers.
If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that purpose,
whereupon this letter and your acceptance shall constitute a binding agreement
between us as of the date first above written.
Very truly yours,
GLOBAL EXPRESS CAPITAL REAL
ESTATE INVESTMENT FUND I, LLC
By: Conrex International Financial, Inc., d/b/a
Global Express Capital Mortgage.
(Manager)
By:
----------------------------------------------
Name:
Title:
CONREX INTERNATIONAL FINANCIAL,
INC. D/B/A GLOBAL EXPRESS CAPITAL
MORTGAGE
By:
----------------------------------------------
Name:
Title:
Accepted and agreed as of
the date first above written.
GLOBAL EXPRESS SECURITIES, INC.
By:
-------------------------------
,President
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ATTACHMENT 1.6
TO THE UNDERWRITING AGREEMENT
Response to Section 1.6 - Material Litigation
None
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ATTACHMENT 3.3
TO THE UNDERWRITING AGREEMENT
Compensation for the services rendered by the Underwriter
Up to a maximum of ten percent (10%) of the gross proceeds of the sale of the
Units, plus up to one-half percent (.5%) for reimbursement of actual direct
expenses.
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